As
he bounded into the skyscraper studio to talk about his first solo album, Justified,
Justin Timberlake looked to be in high spirits when he warmed up the room with
a brainteaser.

"A man lives on the 45th floor of a building," he began. "Every
day when he goes to work, he gets in the elevator and hits 'lobby.' But when
he comes home, he hits '15' and walks the rest of the way up. Why?" Smiling
devilishly, Timberlake said the answer would be revealed after the interview
was over.

Clean-shaven and bubbling with boyish charm, Timberlake looked as eager and excited
as he was during his first American interviews with 'NSYNC over four years ago.
He wore a black T-shirt under a red Pony warm-up jacket with the sleeves pulled
up to his elbows, revealing a round black watch surrounded by diamonds on his
left wrist and a blue and white wristband and diamond bracelet on his right.
He joked with the producers and camera crew, repeatedly impersonating Dustin
Hoffman's autistic character from "Rain Man" and smiled warmly as he
greeted everyone on the location. Yet this is a newer, more experienced and more
adventurous Justin, and his look and attitude belie the frustration, sexual discovery
and personal growth he's experienced over the past year.

Not only did he end a three-year romance with Britney Spears, but he also stepped
out from his multiplatinum pop group to record a racy, experimental dance album
influenced by rap and '70s

R&B. In the process, he demonstrated a new taste for authority by hiring
P. Diddy to produce a track for the disc, then axing it - much to Puffy's dismay.

Judging from the pulsing beats, sensual vocals and suggestive lyrics of songs
like "(And She Said) Take Me Now" and "Rock Your Body," it
would be easy to assume the babyfaced singer had outgrown his squeaky-clean finery
and wanted to slip into something more revealing. But while Timberlake agreed
that the musical changes on Justified stemmed from personal experiences, he stressed
that he wasn't consciously trying to conjure a new image.

"This record was probably the most organic experience I ever had in making
music or being creative," he said, hands clasped in his lap. "It's
definitely honest. This album is completely me. The lyrics are just the way I
say things when I get into those moods that are described in the songs. It's
just me on a platter, which is kind of scary."

So, what's in the Justin du jour? It's a tantalizing medley of palpable emotions,
flavorful sensations and delectable sounds that chronicle Timberlake's mindframe
from the time he and Britney split to the point where he started hitting the
clubs and dating again.

"I went through some real changes while I was making this record," Justin
explained, crossing his right leg over his left. "There's definitely a continuity
there. To hear the person who started off and the person who finished, I hear
two different people."

In simple terms, the person who started off was frustrated and angry, devastated
from an ugly breakup with a girl he thought he'd be with for the rest of his
life.

"I was feeling angst in the form of heartbreak, and it was eating me alive," said
Justin, adding that he started working on Justified as a sort of therapy. "Writing
a couple of songs on the record helped me deal with things. It was like a whole
big spa treatment. I just got better and better and at the end of the record
I was like this person who had just let it all go and said, 'Wow, I'm over it.
I'm past this. I'm in a good place.' "

Helping Timberlake find that place were hotshot producers the Neptunes and
Timbaland, whose individual styles and sounds mark Justified like thumbprints.
The Neptunes' Pharrell Williams and Chad Hugo, producers for the likes of Jay-Z,
Mystikal and Ludacris, lend a sultry flow to songs like "Nothin' Else" and "Last
Night." And various cuts, including the album opener "Senorita," contain
breathy, spoken-word passages reminiscent of Britney's "I'm a Slave 4
U" (which was also a Neptunes production). Timbaland's tracks combine
epileptic beats, unconventional songwriting and lots of layering with Timberlake's
soaring vocals. As different as the producers are, they both imbued the singer's
music with a more grownup, grinding dancefloor vibe. A hint of his more urban
environment came with the Neptunes-produced single "Like I Love You," which
blends Michael Jackson-circa-Off the Wall vocals with rapping by the Clipse.

"Initially people will be surprised to hear my voice in this venue, but
I think at the same time people will recognize that it's not contrived at all," Timberlake
said, his serious expression a sober bid for street cred. "I grew up on
Stevie Wonder and Marvin Gaye, and Al Green lives down the street from me in
Memphis - literally five minutes from me. That's what I grew up on. And hip-hop
is what determines pop culture right now."

While the rap and R&B references stand out like cleavage in a Mariah video,
Timberlake said Justified was also inspired by a genre of music even whiter
than 'NSYNC's.

"I love the Eagles and Steve Miller Band," the singer admitted. "On
'Like I Love You,' the guitar comes in and there's a crazy rhythm, and initially
that reminded me of the Doobie Brothers on acid." Timberlake stopped talking
and broke into a human beatbox rhythm, followed by a boy-noise impression of
an electric guitar before singing the Doobies' "Long Train Running" in
falsetto.

"I don't know if people will get this, but the way I treated my vocals in
the verse of 'Take It From Here' was like [Radiohead's] Thom Yorke or [Coldplay's]
Chris Martin," he added. "To me, Radiohead and Coldplay are the modern-day
Beatles. I would love to do a duet with Chris Martin someday. That would just
be something so original, and I know I could pull it off. It may not happen,
but it doesn't hurt to put it out there."

"I just thought it was too friendly," said Timberlake, addressing an
obviously touchy subject. "I felt there were songs that I did that were
too friendly and they weren't big enough and didn't have enough balls as far
as sonics. I think 'Love Don't Love Me' is a surefire song to get hella buzz
on the radio, but that doesn't mean you should use it on this project."

Honoring sex, workin' it with Janet Jackson and all those romance rumors ...

Since Timberlake was already friends with Pharrell Williams and Chad Hugo of
the Neptunes, who worked with 'NSYNC on "Girlfriend" from Celebrity,
being in the studio with them was as much of a social as professional occasion.
They could be totally honest, have a good time and, since they all had the
utmost admiration for one another, there were no ego battles.

"Pharrell wanted to have a hands-on approach with me in the lyrics," Timberlake
explained. "I think I have a special relationship with him. We talk like
twice a week [as friends], so aside from understanding where I want to go as
an artist, he understands who I am as a person. It was easy to write with him,
because he knows the way I would say something."

Timberlake also had high praise for Hugo. "He's like a genius to me. He
puts these touches on a song that makes it this new creation."

The Neptunes were equally thrilled to work with the 'NSYNC crooner because
he gave them new avenues to explore. "Justin's album is incredible because
of the amount of musicality he gave us room to bring to the project," Williams
said. "It's a whole other level."

As good as the Neptunes cuts are, Timbaland's presentations are even more original
and inspiring, giving J.T. a platform to explore uncharted territory through
spontaneity, improvisation and experimentation.

"Tim would come in and be like, 'A'ight, what are we feelin' today?' and
we'd just go from there," Justin explained. "He'd sit with headphones
for about 15 minutes, and then he'd take the headphones off and unplug them out
of the sequencer, and this crazy-ass beat would come out. I'm blown away every
time, because you see him just sit there and punch buttons. He's like, 'You like
this beat?' and I'm like, 'You kidding?!' So he tracks it and then leaves me
alone for a good two to three hours, and I just sit and write and write."

With the music on Justified blazing at levels previously uncharted by 'NSYNC,
Timberlake decided to turn the lyrical heat up as well, which is one reason
why the album is packed with personal songs addressing romantic disillusion,
rapture and everything in between.

"I think it's a really sexy record. A lot of it's about sex, but it's done
in a genuine way," Timberlake said. "I don't go on the record and say,
'I'm creeping on this girl,' because that's not me."

Maybe not, but Timberlake had no problem with lines like, "It feels like
something's heating up/ I'm thinking of leaving with you" ("Senorita")
and "Show me how, let me work it honey/ It's just like an oven, take me
now" ("[And She Said] Take Me Now"). And that's just the PG-13
stuff.

"There were actually things we had to tone down a little bit," the
singer revealed. "I think sex is beautiful. I honor it in a different kind
of way [than other artists do], and I don't think the things I say are disrespectful.
The thing is, I've always been comfortable with them, but being in a group, there's
a thought process that goes into writing a song for five different individuals.
Obviously JC [Chasez] is not going to say something the same way I am going to
say it, and [with 'NSYNC] what it's really about for me is having everybody in
the group feel comfortable portraying the lyrics."

Justin's not-so-personal life and the Britney incident that inspired 'Gone'...

As the interview continued, Timberlake started looking uncomfortable. After
all, everybody wants to know if Britney's gone for good, and the tabloids have
been abuzz with reports of Justin fraternizing with Janet Jackson and, most
recently, actress Alyssa Milano. Obviously there'd be no escaping the afternoon
without talking more about his love life.

Of course, anyone would be justified to ask him about Britney after giving
Justified a listen. Timberlake candidly and angrily addresses Spears on the
album with lines like, "The damage is done, so I guess I'll be leaving/
Bridges were burned, now it's your turn to cry" ("Cry Me a River")
and "Maybe I should take another glance, but I wash my hands/ ...Tonight
I don't think I'll spare your feelings, I'm 'a do for me what's right" ("Last
Night").

So, when the "A" questions were exhausted, it was on to the big "B," and
while Timberlake politely declined to divulge any details of his present relationships,
he opened up more about his past and stated that "anything else you wanna
know is right there in the songs. All you gotta do is connect the dots."

"It was really heartbreaking for me," he said, gesturing with both
arms. "I'm sure the whole thing was really painful for her, too. But I still
have so much love for her as a person, and we still talk every once in a while.
Her family was like my family. I recently ran into her mother and sister, and
I love them. I'm not the type of person that burns bridges over things that could
be OK in the long run."

Timberlake hinted that his split with Spears was sudden, but not entirely unexpected.
There were squabbles, as there are in any long-term relationship, and when
he scribbled down the lyrics for the 'NSYNC hit "Gone," he was unknowingly
predicting what was to come.

"I wrote that when Britney and I were a couple and she went to the hair
salon and said she'd be back in a couple of hours," he explained. "When
she got there she decided to get a manicure and a pedicure, and wasn't back for
five hours. That's what stemmed the idea for the song. There was this whole idea
of, 'I wonder what it would feel like [to have] all that sorrow, to miss someone
like that?' And it's funny, because if you listen to the lyrics now, [they're
relevant]: 'Maybe I was too blind to see that you needed a change.' "

Timberlake paused, wiped his nose and continued. "I think to really experience
love, you have to be open to complete and utter devastation and destruction.
I'm a dreamer, I'm a romantic. So I think that's why the songs came out the
way that they did."

The future of 'NSYNC and the answer to Justin's riddle ...

As excited as ravenous Justin fans are to hear more about the whole Britney
thing, they're even more desperate to find out the status of their favorite
boy band. Since 'NSYNC broke box-office records on their Pop Odyssey Tour,
the guys have kinda dispersed.

If Justified blows up, Timberlake plans to spend a good amount of time on the
road, and he might go back into the studio before then to work on more solo
material. But anxious, heavy-hearted 'NSYNC obsessives can start breathing
again.

"By no means are we going to break up," Timberlake said, sounding a
touch annoyed. "I think that's ridiculous that you should fathom that we
should split up for good. I initially felt an uneasiness about being on my own,
because I didn't want the guys to think I wanted to leave the group. Those guys
are my friends and we'll always be together."

But while Timberlake insists the 'NSYNC machine is still churning, when it
starts creating more widgets is anyone's guess.

"When we make another record is up to when we are ready to get back into
the studio," he said, stating the obvious. "But I think it's good,
what everybody is doing. Seeing Joey [Fatone] revive Broadway is incredible.
And Lance [Bass] may still be going to space. That's ambitious, and as much as
people think it's hilarious, what if he actually goes? [If I was him] I'd be
flying back from the moon giving everyone the finger."

Without his bandmates standing beside him, Timberlake feels a little naked.
He's confident that the beats, rhythms and emotions on Justified are off the
hook, yet he can't help but wonder whether the rest of the world will agree.

"I kind of feel like everybody has their magnifying glasses out and they're
all looking for the pimples now," he said. "Before, [if something wasn't
good], I could have obviously just blamed it on Chris [Kirkpatrick]." Timberlake
laughed briefly, then flashed his multimillion-dollar smile. "I could have
said, 'Yeah, I was in the car, but I wasn't driving.' But now I'm not in the
car, I'm on a motorcycle and I'm all by myself."

As Timberlake repeated the riddle - the one about the guy who rides the elevator
all the way down when he leaves his building, but pushes "15" and
walks up 30 floors when he gets home - everyone raptly awaited a response,
figuring it might in some way provide some sort of cryptic insight about Timberlake's
eventful year,

"He's a midget," Justin revealed to a round of polite laughter. "He
can't reach the button for the 45th floor."